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  • Vodafone Group Plc Annual general meeting notice

    Friday, 28 July 2017 at 11.00 am

  • In this booklet This document is important and requires your immediate attention. Please read it straight away.If you have any doubts about what action you need to take, you should immediately consult your stockbroker, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if you reside elsewhere, another appropriately authorised financial adviser.

    If you have sold or transferred all of your shares, you should pass this booklet and accompanying documents to the person through whom you sold or transferred them, to forward to the purchaser or transferee. If you have sold or transferred only part of your shareholding, you should keep these documents.

    1 Chairmans letter

    2 Annual general meeting notice

    7 Business of the annual general meeting

    11 Shareholder information for ordinary shareholders

    14 AGM information

    As you would expect from a customer-focused business, weve created an online reporting suite whichis designed to work for your specific needs:

    vodafone.com/ar2017

    Our online reporting

    Vodafone Group Plc Annual general meeting notice

  • Chairmans letter

    Dear shareholder

    This year, the annual general meeting (AGM) will be held at the Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P3EE. The meeting will start at 11.00am on Friday, 28 July 2017.

    Detailed instructions on how to get to the venue and a map are available on pages 11 and 14 of this document.

    I hope that you will come to the AGM, if you can, for an opportunity to communicate with the Directors. If you cant attend, I would strongly encourage you, regardless of the number of shares you own, to vote on the Resolutions set out on pages 2 to 4 in the enclosed AGM notice. Details of howto do this are set out on pages 11 and 12.

    We like to use our website and email to communicate with our shareholders. The online experience of the Annual Report has additional features such as a video summarising our strategy and purpose that can be found at vodafone.com/ar2017. Other shareholder communications, including this AGM notice and up-to-date shareholder information, are also available to view on the website, vodafone.com/shareholdercentre, and I would encourage you to make use of them.

    Your Directors consider that the Resolutions set out on pages 2 to 4 are in thebest interests of shareholders as a whole and they recommend thatshareholders vote FOR the Resolutions.

    The results of voting on all the Resolutions will be announced via the Regulatory News Service and published on our website as soon as possible after the end of the AGM.

    Your Board appreciates your continuing support.

    Gerard KleisterleeChairman

    Vodafone Group Plc Annual general meeting notice 01

  • Annual general meeting notice

    Vodafone Group Plc (Vodafone or the Company) will hold its thirty-third AGM at theQueen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, LondonSW1P 3EE on Friday, 28 July 2017 at 11.00 am.

    Resolutions 1 to 18 (inclusive) and 22 will be proposed as Ordinary Resolutions and Resolutions 19, 20, 21 and 23 will be proposed as Special Resolutions. There will be a poll vote on all Resolutions.

    The Board recommends you vote FOR Resolutions 1 to 23

    1 To receive the Companys accounts, the strategic report and reports of the Directors and the auditor for the year ended 31 March 2017.

    2 To re-elect Gerard Kleisterlee as a Director.

    3 To re-elect Vittorio Colao as a Director.

    4 To re-elect Nick Read as a Director.

    5 To re-elect Sir Crispin Davis as a Director.

    6 To re-elect Dr Mathias Dpfner as a Director.

    7 To re-elect Dame Clara Furse as a Director.

    8 To re-elect Valerie Gooding as a Director.

    9 To re-elect Renee James as a Director.

    10 To re-elect Samuel Jonah as a Director.

    11 To elect Maria Amparo Moraleda Martinez as a Director in accordance with the Companys articles of association.

    12 To re-elect David Nish as a Director.

    13 To declare a final dividend of 10.03 eurocents per ordinary share for the year ended 31 March 2017.

    14 To approve the Directors Remuneration Policy contained in the Remuneration Report of the Board for the year ended 31 March 2017.

    15 To approve the Annual Report on Remuneration contained in the Remuneration Report of the Board for the year ended 31 March 2017.

    16 To reappoint PricewaterhouseCoopers LLP as the Companys auditor until the end of the next general meeting at which accounts are laid before the Company.

    17 To authorise the Audit and Risk Committee to determine the remuneration of the auditor.

    18 To renew the Boards power under Article 11.2 of the Companys articles of association to allot shares, grant rights to subscribe for shares and to convert any security into shares in the Company:

    (a) up to an aggregate nominal amount of US$1,859,443,347 (the Section 551 Amount); and

    (b) up to a further aggregate nominal amount of US$1,859,443,347 only for the purposes of a rights issue:

    to ordinary shareholders in proportion (as nearly as practicable) to their existing holdings; and

    to people who are holders of or otherwise have rights to other equity securities if this is required by the rights of those securities or, if the Board considers it necessary, as permitted by the rights of those securities,

    subject, in both cases, to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

    The Directors may use this power until the earlier of the end of the next AGM of the Company or the close of business on 30 September 2018 (the period from the date of this resolution until then being the Allotment Period). This authority replaces all previous authorities.

    Vodafone Group Plc Annual general meeting notice02

  • 19 If Resolution 18 is passed, the Board be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:

    (a) in connection with a pre-emptive offer (as defined in the Companys articles of association); and

    (b) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to an aggregate nominal amount of US$278,916,502 (theSection 561 Amount),

    such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 30 September 2018) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

    20 If Resolution 18 is passed, the Board be authorised in addition to any authority granted under Resolution 19 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:

    (a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of US$278,916,502; and

    (b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

    such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 30 September 2018) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

    21 To authorise the Company, for the purposes of Section 701 of the Companies Act 2006, to make market purchases (as defined in Section 693 of the Companies Act 2006) of ordinary shares of 202021 US cents each in the capital of the Company provided that:

    (a) the maximum aggregate number of ordinary shares which may be purchased is 2,662,384,793;

    (b) the minimum price which may be paid for each ordinary share is 202021 US cents;

    (c) the maximum price (excluding expenses) which may be paid for any ordinary share does not exceed the higher of:

    5 per cent above the average closing price of such shares on the London Stock Exchange Daily Official List for the five business days prior to the date of purchase; and

    the higher of the price of the last independent trade and the highest current independent bid as stipulated by Regulatory Technical Standards adopted by the European Commission under Article 5 (6) of the Market Abuse Regulation.

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